The Prenup
by Sapphire Smoke
Summary: Grace and Karen may have realized their feelings for one another, but that didn't mean that being together would be so easy. •Grace/Karen• PART 2/3 OF 'LIQUOR IN THE FRONT, POKE HER IN THE REAR' SERIES


**Title:** The Prenup  
 **Author:** Sapphire Smoke  
 **Beta:** BellaRei713  
 **Fandom:** Will & Grace  
 **Rating:** M  
 **Pairing(s):** Grace/Karen  
 **Series:** "Liquor in the Front, Poke Her in the Rear" - PART 2/3  
 **Summary:** Grace and Karen may have realized their feelings for one another, but that didn't mean that being together would be so easy.  
 **A/N:** This is probably going to turn into a series fuck my entire life, lol.

* * *

" _Karen?!"_

Grace pursed her lips from her seat on the couch, watching her best friend pace in front of her with a wild, disbelieving look plastered on his face. If it was possible, Grace sunk even lower into the cushions, her hands covering her mouth as she looked up at him with her cutest 'oops' expression; however, it did nothing to lower Will's high-pitched tone.

Damn the gays and their immunity to her adorable charm.

" _Karen_ Karen? _Our_ Karen? Pill-popping, booze-guzzling, wife-of-my-biggest-client _Karen?!"_ Will continued to shriek, apparently unable to wrap his head around reality. Grace _knew_ she should have gotten him drunk first.

"Well, I don't know, Will; how many _other_ Karens do we know?" Grace responded, exasperated. " _Yes,_ 'our' Karen. Or maybe 'my' Karen now; I'm not entirely sure what I've started here."

"You _think?!"_ Will shouted, looking at her like she had to be an idiot to only just _now_ realize that she was already in too deep. "Karen's _married,_ Grace, and—Oh, god. The prenup." His face paled a little, realizing he was about to have a legal mess on his hands if Stan ever found out about his wife's infidelity.

"I thought Karen got Stan to agree that 'lesbian sex didn't count as cheating'," Grace responded, as she remembered the day that Karen pranced into her office and told her the news, not-so-subtly hinting that they should take advantage of it. Grace had still been married then and just flirted back a little before laughing it off, and then she never thought of it again. Not until now, anyway.

But at least now it was actually coming in handy. She may not have considered it a valid excuse before they had slept together because to her, cheating was still cheating, but now Grace would take what she could get. _Anything_ to make sense of all of this, and maybe make her feel less like a horrible person for giving into her desires.

Will noticeably relaxed though at the mention of the agreement. "Oh, right. That was the day she was throwing a fit in my office about how Stan needed to stop repressing her sexuality. She made Rosario bring in a PowerPoint about bisexual erasure or something; it was… interesting." His relaxation did not last though, and when he realized that that wasn't the end of it like they hoped, Will turned to her and said, "But there's a _clause_ , Grace; Stan would only agree to it if it was just sexual, not emotional, so what the _hell_ is this? Of all the insane things you've done in your life, _please_ tell me you haven't actually fallen for Karen Walker, because that'd take the cake."

Grace bit the inside of her lip at that, her brow furrowing as she realized she wasn't entirely sure anymore, and Will exhaled loudly, flopping down on the couch next to her. "Great. Just great," he muttered. "Jesus, Grace, when did you turn all Ellen DeGeneres? How did this even _happen?"_

"First of all, don't reduce me to my sexuality; that's demeaning," Grace told him, shooting a finger at him in warning. "Secondly, I don't… _know._ Karen and I always weirdly flirted but then yesterday one thing led to another and suddenly I had her naked on my desk and I'm _sorry,"_ Grace stressed, even though she wasn't sorry in the slightest, "that my new whatever-this-is messes with your perfect little life, but I came to you for _advice,_ Will, not judgement. I don't know what to do."

Will sighed, leaning back into the couch as he looked at his best friend sympathetically. "You're right," he conceded. "I'm sorry, you're right."

Grace was quiet for a long moment, just trying to organize her thoughts before she came out and committed to anything. Finally though, she admitted, "…I felt something, Will. And I don't know if it's just because she looks at me like I'm her answer, or if it turns out that she's actually mine." Will looked a little tenser at that admission, but to his credit said nothing and let her finish.

"Did you know she's planning to leave Stan?" Grace asked, a question that was more rhetorical than anything else, although by the expression on Will's face, the answer to that was probably 'no.' "Not for me, obviously. She's just… she's not happy. She's not happy, and it breaks my heart."

Will was silent for a while, but when Grace didn't say anything more he asked, "Oh, is it my turn?" He seemed genuinely curious, and not like he was mocking her or anything, but Grace still scoffed regardless.

"Grace… you _know_ it's not your obligation to make her happy, right?" Will asked carefully, but all that caused Grace to do was exhale an exasperated breath as she looked over at him.

"Of course I know that. That's not what this is about, Will."

"Then what is it about?"

"I don't _know!"_ Grace exclaimed, feeling both helpless and a little angry at the situation, at Will, at _Karen_ for changing things so drastically between them. "It's about how I might have just screwed up a relationship with one of my best friends, it's about how I've never felt this way about someone of my own gender before and I don't know what to do with it, it's about how I'm probably going insane, how we're _both_ a little insane and both a little damaged and yet it's also about how she made my toes curl and my hair stand on end and how I can't _fucking_ stop thinking about her, Will, okay? _That's_ what it's about!"

Grace was breathing a little heavily after that outburst, and Will just pursed his lips together for a long while until he tried to cut the tension with humor and asked, "Do you want me to ask Jack to put together your rainbow welcome packet?"

Grace hit him with a throw pillow.

"This isn't funny, Will!"

"Alright, sorry," Will responded, metaphorically waving his white flag. But he got serious again, making eye contact with his best friend as he told her, "Honestly, Grace, if you want my advice, I think you should just go talk to—"

The front door slammed open then, the figure in the doorway exclaiming, "Xena: Warrior Princess _, tell_ me you've heard the news!"

Will's face leveled. "I swear I wasn't going to say him."

Jack bounced into the room then, looking far more excited than Grace wish he did, considering the circumstances. Jumping into a seated position on the other side of the coffee table, Jack placed his elbows on the surface and his head in his hands as he stared at Grace. "So tell me, what was she like? How many times did you do it? Did she make your lady-bits tingle in all those gross little ways?"

"Jack, I'm _not—"_ Grace started, looking thoroughly disgusted before something hit her and she realized, "…Wait. Karen didn't tell you?" Since when did Karen spare the details about _anything_ in her life when it came to Jack?

"Aha, I _knew_ it was you!" Jack responded triumphantly as he jumped to his feet and pointed at her dramatically, which just further confused the hell out of Grace.

"What?"

"Jackie, don't you dare—!" came a high-pitched voice from out in the hallway, causing Grace's stomach to instantly drop to the ground with unexpected nervousness. Oh, great, so she was going to deal with this like a seventh grader with a crush? Thanks, maturity level.

"I knew it was Grace; I knew it, I knew it, I _knew_ it!" Jack continued to chant, bouncing around like a kid hyped up on too much candy. Honestly, it was giving Grace a headache just watching him, and she had enough going on inside her body as it was.

"Jack, sit _down,"_ Will told him, placing a hand on his shoulder before forcing him into a chair. It was too late though, as Karen had already appeared in the doorway, having heard his little celebration.

"Ugh, _devil,"_ she swore, practically throwing her purse on the ground and kicking the door closed behind her. "Curse your long and limber legs; I _knew_ I shouldn't have gotten you those new running shoes."

Or maybe she shouldn't have tried to keep up with him in heels, but regardless.

"Oh my God, Kare, tell me _everything,"_ Jack gushed, turning around in the arm chair and rising up on his knees so he could see Karen over it. He looked like an eager puppy.

"Weren't you just asking _me?"_ Grace asked, a little insulted by being blatantly ignored now. Not that she _wanted_ to be the one to tell Jack, but it would have been nice to have been asked.

But Jack just turned around her and shushed her. "Shh, no; you were just the bait; I want to hear what Karen says about it. If I care later, then I'll ask you."

Grace's expression leveled.

Oh, he didn't want to hear anything from her, did he? Well, she'd make sure he'd never want to again then, because at this point she was just far too irritated to care. Moving behind him, Grace purposely leaned down next to Jack's ear and stage-whispered, "You want to know everything, Jack? Well then you should probably know that I wore her thighs like ear muffs and she came in my mouth, screaming."

Jack shrieked in horror, jumping off the chair and nearly stumbling over it as he tried desperately to get away from her. "Ew, _ew!"_

"Oh my _God,_ Grace," Will responded, looking horrified himself as she hadn't exactly been quiet about it, and while Grace felt bad about possibly traumatizing Will, Jack deserved it.

Karen however, just kind of shrugged and pointed at her, casually mentioning, "That's true."

Grace smirked, amused by the reaction she caused. "Do you want to know what she tasted like, or are we done with the prying?" she threatened, knowing full-well what the answer would be.

" _No!_ That is just plain Gee- _ross,_ Grace!"Jack shrieked, horrified. He shuddered, like he was trying to get something dirty off of him before he got even more dramatic and exclaimed, "Oh God, I'm picturing it; I think I'm going to hurl. Will! Will, make it stop!" He looked on the verge of terrified tears at the prospect of lesbian sex inside of his head, and Grace snorted.

That'd show him.

"You're fine," Will told him, but Jack was hanging all over him like he actually expected him to fix the horrifying picture in his brain, and Will exhaled a frustrated breath as he tried to push him off. "Jack—Jack, get _off_ of me; you'll live, stop being dramatic." It didn't stop though, so Will just gave up and told him, "Alright, Nancy, there's porn in the Blu-Ray in my room; go scrub your brain with the pretty stuff."

Jack fled from the living room faster than Grace thinks she had ever seen him move, theatrically slamming Will's bedroom door behind him.

Grace raised her brow at her best friend. "You realize he might do the dirty on your bed now, right?"

"I'll burn the sheets."

Karen though, during all of this, was starting to look a little annoyed.

"Listen, Wilma, why don't you go into your bedroom with your future boyfriend for a minute while Gracie and I ruin your couch," Karen suggested, causing Grace's eyebrows to rise at the bluntness that was _that_ as Karen approached her. One hand was suddenly on Grace's chest, pushing her down onto the cushions before, oh, alright, and _now_ she was being straddled. Jesus Christ.

"What? _No!"_ Will responded, horrified. "Neither of you are doing _anything_ on my couch!"

Grace was apt to agree. This was… a little much.

"Fine, then why don't you get me a drink like a good gay hostess and let me talk to your wife for a minute," Karen compromised, even though that was probably all she wanted in the first place. Apparently Grace wasn't the only one trying to control the gays by scarring them with threats of lady-parts.

Will stared at her for a long moment before he finally gave up and turned towards the kitchen, making her a martini. He probably thought it'd be less painful that way. Karen got off of her lap then and Grace instantly missed the contact, despite knowing that the level of appropriate behavior had dropped by about ten spots the second Karen climbed on top of her.

"Here," Will relented when he was finished, handing Karen a martini with two olives in it. "But go talk in Grace's room, because there's no way I'm going into _mine_ right now."

Karen rolled her eyes, but took the martini _and_ the bottle of vodka that was on the counter. "Fine, but don't complain if you start hearing Grace scream my name; she's too pretty to gag and besides, I like to hear the fruits of my own labor."

Grace's mouth dropped open at that, even though Karen was probably just trying to go for shock-value. Still, this was insanity, and the more it continued, the more it became apparent. _This_ could end up becoming her life, and Grace wasn't exactly sure how to take that. She'd never been as… _open_ as Karen was.

She followed the other woman into her bedroom dutifully though, half-wishing that she had had some forethought and at least cleaned the dirty clothes off of the floor first. It didn't seem Karen much cared though, as once the door closed she downed her martini in one gulp, put the bottle of vodka on the dresser, and slammed Grace up against the door.

 _Wow,_ okay…

"I thought you… I thought you wanted to talk," Grace struggled to get out, feeling Karen's lips attach themselves to her neck almost instantaneously. Despite trying to figure out some _sense_ in all this madness, Grace's eyes fluttered closed at the feeling as she grasped onto Karen, pulling her closer to her.

God, how did this woman suddenly make her so fucking _weak_ all the time?

"Oh, honey, I'm not _near_ drunk enough for that shit-storm yet," Karen told her honestly, which didn't exactly fill Grace with warm, fuzzy feelings at the term 'shit-storm'. Yet when she tried to say something Karen wouldn't let her, forcefully claiming her mouth with her own as her fingers began undoing the button on Grace's slacks.

Fine. Apparently they could just have a quickie first.

"Shit," Grace breathed against the other woman's lips, feeling Karen's hand slip into her underwear. Another hand was placed under her chin then, grasping onto Grace's jaw as Karen began tugging on her lower lip, no doubt making bruises that she'd have to figure out how to cover up with makeup later. But Grace didn't care; apparently Karen was on some sort of control trip because she no doubt felt _out_ of control in her own life, but it was just so damn hot that all Grace could do was slump against the door and allow the other woman to do whatever she wanted to her.

Once Grace seemed sufficiently wet enough for her, Karen pulled her hand out of the redhead's underwear and sunk to her knees, taking the bottom-half of Grace's clothes with her. Karen's mouth connected with her center then, nearly making Grace lose her balance as she grasped onto the other woman's hair and exclaimed, " _Jesus,_ Karen…!" Because while _she_ might have gone down on Karen in their office yesterday, the other woman hadn't returned the favor. She had fucked her into oblivion, yes, but God, she hadn't done _this._

And Karen was _good_ at this, apparently.

Grace moaned Karen's name, forgetting for a moment where she was and how thin the walls were until she heard a distinct shriek from Will's room, and a loud pounding on the wall connecting them. "Stop it! Stop it right now! That is _lesbian activity_ and I will not stand for it, you hear me? I _will not_ stand for it!" Jack shouted, sounding horrified by what he was listening to.

"Screw him," Grace responded breathlessly to the other woman, _really_ not caring about Jack's sensitive disposition right now. "Don't stop— oh… _my…_ Karen!" she exclaimed, feeling the other woman's tongue begin to flick rapidly against her clit in a way that was going to get her to come in an embarrassingly short amount of time. Her cheeks flushed and chest heaving, Grace allowed herself to succumb to the feelings as she ignored Jack's shrieking, Will's yelling at him to just get out of the apartment, and any other stupid stimulus that wasn't currently Karen and all the wonderful things she was doing to her right then. "Fuck. _Fuck._ Oh my God."

"Look at me, Gracie," Karen demanded suddenly, replacing her mouth against her clit with her thumb, and though Grace noticeably struggled to do as she was told, when her eyes finally connected with Karen's, it was all over. The intensity in her gaze was easily the sexiest thing Grace had ever seen, and paired with the assault against her clitoris, Grace didn't stand a chance as she suddenly shouted expletives, her knees buckling from under her as she came and came until she was a shaking, sweating mess in a heap on her bedroom floor.

Silence.

The boys must have finally given up and left the apartment then. Good.

While Grace struggled to catch her breath, Karen grabbed the bottle of vodka off the dresser, plopping down next to her before she started to take big gulps of the clear liquid, looking more like she was drinking _water_ than alcohol because of how easy it went down. Grace's lips pursed into a thin line as she struggled to pull her pants back up and make herself look semi-put together, so that maybe she wouldn't feel like such an emotional wreck during the conversation they _clearly_ needed to have.

"Karen?" she asked softly, realizing something was off. "What's wrong?"

"I'm screwed, is what's wrong," Karen told her bluntly before taking another big swig, looking either mad at Grace or mad at herself. Maybe both. "And not in the way I want to be either, honey; let me tell you _that_."

Grace's brow furrowed. "What do you mean?"

After another large swig without any actual eye-contact, Karen said, "You remember when Jackie told me lesbian sex isn't real sex?" And yes, Grace did, because that's when she started pushing for the amendment in her and Stan's prenup. "Well, honey… I'm starting to think that maybe it is."

Grace stared at her like she had to be kidding her. "Karen, I was a lesbian _virgin_ until you, and even _I_ know that. I mean… haven't you slept with like, at least five other women before me? Come on."

"Okay, _virgin,_ no need to get all high-and-mighty when I'm not even high yet," Karen snapped back, huffing as she slumped against the door directly next to her. She held out the bottle though, actually offering to _share,_ and Grace's brow got lost in her hairline.

God, this _must_ be serious, because Karen didn't share her liquor with _anybody._ Grace had this disastrous little thought then of, 'aw, she must actually like me,' but she tried to silence that real quick, because that really wasn't the point right now.

She did take the bottle though, just because she was touched by Karen's offer to share. "I'm not an _actual_ virgin _,"_ Grace corrected, although why she felt the need to defend herself, she had no idea. Just the way Karen said it embarrassed her a little, probably. "Just… you know, I haven't… done… _that_ before. With you or… any other woman." She took a sip of the vodka then, making a little face as she felt it burn its way down her throat, and handed the bottle back to the woman next to her.

Karen smirked a little, looking over at her. "You liked it though, didn't ya? You big _lez_." She had this look on her face like she already knew the answer though, and so Grace just responded with an eye roll as she tried to keep herself from smiling in amused exasperation.

"I'm not dignifying that with an answer."

"No, honey, it's alright; means everything I've always said behind your back is true," Karen told her with a little smile and a nod, causing Grace to scoff as she gently pushed her in retaliation. She knew Karen was (probably) just kidding, but still.

"Shut up. You're deflecting. Tell me what's really going on, Karen," Grace pleaded, careful to keep her voice gentle. Sometimes Karen was like a wild animal; if you were too loud or too forceful, she'd scamper off and hide somewhere. So instead she just reached over and covered the woman's free hand with her own, hoping that she'd understand that she was safe here.

Karen was silent for a long moment, looking down at their hands before she finally turned hers over and laced their fingers together. Grace gave her a comforting smile and squeezed, and Karen gently sighed. "There's an amendment in my prenup, Grace."

"I know. Will told me."

Karen looked over at her, and Grace knew she would probably look surprised by that if she could move the upper portion of her face. "So what if lesbian sex _is_ real sex, honey?" Karen asked her, looking more confused than Grace thought the situation actually called for, because of _course_ it was real sex. "Before, with other women, it was just… blurs. I couldn't feel. I couldn't even see."

 _Oh._

"But you… you feel me," Grace realized softly, looking at the other woman with an emotion she couldn't begin to name rising up in her throat. She was starting to get it now, and it was making all sorts of things start to surface that she didn't understand. "You _see_ me, is that it?"

Karen nodded softly, careful not to make eye contact and, oh, _God._

Karen _liked_ her. Karen had… Karen had actual, human _feelings_ for her that weren't just about sex, and Grace had no idea what to do about that. So instead of saying something smart, or comforting, or anything that sounded halfway decent, Grace just stupidly said, "Well, maybe it's just because you're… more _sober_ than you usually are."

Which she had no idea was even true or not, because even with the other woman guzzling down a bottle of expensive vodka, Grace didn't know her dosages. Karen was generally never just high _or_ drunk, but somewhere between a mixture of the two. Still, she did seem a little more lucid than normal, or maybe Grace was just paying attention to her more.

An emotion Grace couldn't decipher crossed Karen's face, but she did recognize the fake smile when she saw it as Karen said, "Yeah. Yeah, honey, that's got to be it." She got off the ground then, probably intent on _leaving_ or something, and Grace realized she was the world's biggest asshole.

Because, _shit._ It really wasn't that, was it?

"No, wait, I—" Grace tried, nearly tripping over herself as she tried to get up too fast. She steadied herself against the door though, which blocked Karen from leaving. "Karen, please, I'm sorry. I'm an asshole."

"You said it honey, not me." Karen set her jaw then, and Grace knew that if she didn't stop it, the other woman was going to shut down completely.

"I just… I don't know what we're _doing_ right now, and it scares me," Grace admitted softly, needing Karen to realize she was just as dysfunctional as she was, and that was why she kept saying and doing all the wrong things. "Okay? I'm sorry. I didn't mean to invalidate your feelings."

Karen scoffed. "Grace, please, I don't have _feelings._ I removed those years ago along with my gallbladder so I could make room for a second liver."

Grace shot her a look of amused disbelief. "Karen, you don't have two livers. That'd be impossible."

"Honey, I can have whatever I want and _do_ whatever I want; that's one of the perks of being rich," Karen told her dismissively with a little hair flip. She crossed her arms over her chest then, still trying to shut down those 'feelings' she claimed she didn't have, but Grace didn't want to let her.

"And what _do_ you want, Karen?" Grace asked, the question having a very specific meaning. Karen seemed to pick up on that and she shuffled the weight between her feet, looking a little uncomfortable. She wouldn't make eye contact.

And Karen was almost there, she was; but then she took one giant step backwards that made Grace sigh.

"To be rich as hell and to have the rack of a twenty-year-old; oh, would you look at that? I already have everything I want!" Karen exclaimed with fake enthusiasm, motioning towards her, admittedly, fantastic breasts.

Right. Okay. Grace was going to have to give something if she wanted to get it, apparently.

"Well do you want to know what _I_ want?" Grace asked softly, trying to get back to a place where they could actually be honest and _talk._

"To have taste? To have breasts? To be me?" Karen guessed, no doubt to get a rise out of her because she was still angry that her feelings were dismissed earlier. Grace ignored it though.

"To… to take you out tonight," Grace admitted, allowing herself to be emotionally vulnerable for once so that maybe Karen would trust her with her feelings again. "Like on a date. A real one. I want to _date_ you, Karen."

Karen's gaze met hers, and Grace watched her swallow a little uncomfortably as all those feelings she had been trying to suppress rose to the surface once more. She looked down at the floor then, and when she spoke, her voice was soft and full of regret. "Honey, I… I can't."

Oh, wow. So that's what rejection felt like; it had been awhile. Grace definitely did _not_ miss it.

"Right, sorry. That was stupid, I—" Grace tried to backtrack, wishing that this terrible pain in her chest would subside since it was making her voice waver. Karen interrupted though, not letting her get very far.

"Honey, it's not that I don't want to," she told her which, okay, did make Grace not feel like a _complete_ loser, but it still hurt. "But I haven't… I haven't told Stanley I want to leave him yet, and even when I do, I can't… Gracie, until the divorce is finalized, I can't…"

 _Oh._

"You'll lose everything," Grace realized, understanding now the weight of the prenup and its amendment. "If he finds out you have feelings for me… you'll lose everything, won't you?"

"Are you mad at me, Gracie?" Karen asked softly, looking so terribly afraid of the answer as she twisted her hands together uncomfortably.

"For choosing your money over me?" Grace asked, to which Karen nodded. Grace let out a little, helpless laugh at that, slumping onto the edge of her bed in a heap. "You know what? No, I'm not," she told her honestly, which was the weirdest part of all of this. "You choosing your money over everything else is about the only thing that _does_ make sense about all of this. It's actually kind of comforting, even though this sucks." Grace exhaled a small sigh then, her gaze catching Karen's. "This really, _really_ sucks, Karen."

"I know," Karen responded softly, approaching Grace until she stood nestled between her legs. "I really messed up, honey." But Grace just shook her head, her fingers trailing up Karen's thighs until they reached the hem of her shirt, hiking it up a little so she could see the toned abs that Trainer helped her achieve.

"It's not your fault, Karen," Grace quietly responded before she leaned in, placing a hot, open-mouthed kiss against the woman's hip. "We just got caught up…"

Karen noticeably shuddered a little as Grace continued to kiss her stomach, her hips, her rib cage. "One more for the road, honey?" Karen suggested lightly, and that one sentence broke Grace's heart because this was really it, wasn't it? Until Karen left Stan, until their divorce was finalized which would no doubt take _months,_ they couldn't do this. It was far too risky.

Grace grasped onto the hem of Karen's shirt, gently encouraging the other woman to straddle her lap. "Stay the night with me," she pleaded softly, helping Karen out of her shirt as she looked up at her. God, she was so beautiful. "I'll call Rosario and tell her you passed out on my couch and I'm just going to let you sleep it off. Just… just don't leave. Not yet."

Karen smiled down at her softly, reaching out to trace the curvature of Grace's jaw with the tips of her fingers. "I'm not going anywhere, honey."

But she _was,_ and that was what broke Grace's heart. She didn't know how she was going to see Karen at work every day and not kiss her, not wrap her up into her arms. She would never be able to look at her the same, and so Grace knew that she probably wouldn't be able to look at her at all. Things were going to change, and something that should have gotten them closer was only going to drive them further apart and God, it _hurt._

But as Karen's lips met hers, Grace resolved to be strong and wait, because a little bit of pain would be incomparable to the happiness she knew she would feel with Karen in the long run.

And _that_ was what truly mattered.

 **\- FIN -**


End file.
